Page 36 - UBF AR 2018 - E Version

CORPORATE GOVERNANCE

Section Principle Degree of Compliance

(h) Oversight of the affairs of the Finance The Board has a process for appropriate oversight of the
Company by Key Management Personnel affairs of the Company by Key Management Personnel.

Affairs of the Company are presented by the Key Management
Personnel to the Board for their information, discussion,
review and approval at Board Sub Committee meetings and
the monthly Board meetings.

(i) Assessment of effectiveness of own The Board appraises the performance of the Directors
governance practice through an annual Board performance evaluation filled by
each Director.

As per the Articles of Association, the Board has the power
to make decisions on selection, nomination and election
of Directors.

Directors are identified and nominated to the Board based
on diversity of skills and experience in order to bring about
an objective judgment on issues of strategy, performance
and resources. Election of Directors is effected in
accordance with the requirements of the Companies Act
No 07 of 2007.

The Board has entrusted this task to the “Board HR and
Remuneration Committee” for future nominations.
Article 89 & 90 and Article 86 of the Articles of Association
address the provisions on management of conflicts of
interest of Directors.

Conflicts of interests are managed on a monthly basis
where Directors disclose their Directorships in other
companies. Key Management Personnel declares any
interest annually. In the event a conflict is identified
corrective action is taken immediately.

(j) Succession plan for Key Management The Company has a succession plan in place covering all
Personnel Key Management Personnel. The Company will get this
plan approved by the Board.

(k) Regular meetings with the Key The members of the Corporate Management regularly
Management Personnel prepare reviews, make presentations and take part in
(l) Regulatory environment discussions on their areas of responsibility at Management
Meetings, Asset Liability Committee Meetings, Board Sub
Committee Meetings and Board Meetings.
The Board reviews the Company’s compliance with the
regulatory environment via monthly compliance reports
submitted to the Board by the Compliance Officer.
An effective relationship with the regulator is maintained
by way of active participation by Chief Executive Officer
at quarterly meetings and other meetings, trainings and
workshops conducted by the regulator.

(m) Hiring and oversight of external auditors Company’s Articles of Association outline the process of
engaging the services of an External Auditor. As per the
Articles of association the External Auditor is appointed at
the Annual General Meeting of the Company.
In line with the Audit Committee Charter the Board has
entrusted the Audit Committee with the responsibility of
engagement and oversight of the External Auditors.

34 UB Finance